CHAPTER 97. HOLDING COMPANIES
FINANCE CODE
TITLE 3. FINANCIAL INSTITUTIONS AND BUSINESSES
SUBTITLE C. SAVINGS BANKS
CHAPTER 97. HOLDING COMPANIES
SUBCHAPTER A. GENERAL PROVISIONS APPLICABLE TO HOLDING COMPANIES
Sec. 97.001. RULES. (a) The finance commission shall adopt
rules:
(1) providing for the registration of and reporting by holding
companies;
(2) setting limitations on the activities and investments of
holding companies; and
(3) concerning other matters as appropriate under this chapter.
(b) The finance commission may adopt rules governing
transactions between a subsidiary savings bank of a holding
company and an affiliate of the subsidiary.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 63, eff. Sept. 1,
2001.
Sec. 97.002. REGISTRATION. (a) A holding company shall
register with the commissioner, on a form prescribed by the
commissioner, not later than the 90th day after the date the
company becomes a holding company.
(b) The registration must include information, including
information on related matters the commissioner determines is
necessary and appropriate, regarding the holding company's and
its subsidiaries':
(1) financial condition;
(2) ownership;
(3) operations;
(4) management; and
(5) intercompany relations.
(c) The commissioner may require the registration to be under
oath.
(d) On application, the commissioner may extend the time limit
under Subsection (a).
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 97.003. RELEASE FROM REGISTRATION. The commissioner, on
the commissioner's own motion or on application, may release a
registered holding company from the registration if the
commissioner determines that the company no longer controls a
savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 97.004. REPORTS. (a) Each holding company and each
subsidiary of a holding company, other than a savings bank, shall
file with the commissioner reports required by the commissioner.
(b) Each report must:
(1) be made under oath;
(2) be in the form and for the period prescribed by the
commissioner; and
(3) contain information concerning the operations of the holding
company and its subsidiaries as required by the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 97.005. BOOKS AND RECORDS. Each holding company shall
maintain books and records as required by the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 97.006. EXAMINATIONS. (a) The commissioner may require an
examination of a holding company and each subsidiary of a holding
company.
(b) The holding company shall pay the cost of an examination.
(c) The confidentiality provisions of Subchapter H, Chapter 96,
apply to this section.
(d) The commissioner may furnish examination and other reports
to any appropriate governmental department, agency, or
instrumentality of this state, another state, or the United
States.
(e) For purposes of this section, the commissioner, if feasible,
may use reports filed with or examinations made by appropriate
federal agencies or regulatory authorities of other states.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 97.007. AGENT FOR SERVICE OF PROCESS. The commissioner may
require a holding company or a person, other than a corporation,
connected with a holding company to execute and file an
irrevocable appointment of agent for service of process on a form
prescribed by the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER B. MUTUAL HOLDING COMPANIES
Sec. 97.051. REORGANIZATION TO BECOME MUTUAL HOLDING COMPANY.
(a) Notwithstanding any other law, a savings bank may be
reorganized as a mutual holding company by submitting to the
commissioner an application for approval of reorganization.
(b) Before submission, an application for reorganization must be
approved by a majority vote of the members or shareholders of the
savings bank cast at an annual meeting or a special meeting
called to consider the reorganization.
Added by Acts 2005, 79th Leg., Ch.
1018, Sec. 5.21, eff. September 1, 2005.
Sec. 97.052. APPLICATION FOR APPROVAL OF REORGANIZATION. The
application for approval of reorganization must contain:
(1) a brief statement summarizing a reorganization plan;
(2) two copies of the proposed articles of incorporation of the
subsidiary savings bank acknowledged by the incorporators of the
subsidiary savings bank;
(3) two copies of the proposed bylaws of the savings bank;
(4) a statement that the plan of reorganization was advised,
authorized, and approved by the savings bank in the manner and by
the vote required by its charter and the laws of this state; and
(5) a statement of the manner of approval.
Added by Acts 2005, 79th Leg., Ch.
1018, Sec. 5.21, eff. September 1, 2005.
Sec. 97.053. PLAN OF REORGANIZATION. (a) The plan of
reorganization must provide that:
(1) a subsidiary savings bank shall:
(A) be incorporated under Subchapter B, Chapter 92; or
(B) on prior approval of the commissioner, be incorporated under
Subchapter C, Chapter 92;
(2) the savings bank shall transfer a substantial part of its
assets to the subsidiary savings bank, and the subsidiary savings
bank shall assume a substantial part of the savings bank's
liabilities, including all depository liabilities;
(3) as a result of the reorganization, the mutual holding
company must hold more than 50 percent of the stock of the
subsidiary savings bank; and
(4) after transfer and assumption, persons with prior
corresponding rights as depositors or creditors against a savings
bank have the same rights with respect to the mutual holding
company and the subsidiary savings bank.
(b) The plan of reorganization must set forth the necessary
corporate steps for the savings bank to reorganize into a mutual
holding company, including:
(1) all required charter amendments; and
(2) a description of the corporate management of the reorganized
mutual holding company.
(c) The plan of reorganization may contain any other provision
not inconsistent with law or finance commission rules.
Added by Acts 2005, 79th Leg., Ch.
1018, Sec. 5.21, eff. September 1, 2005.